On a Pale Horse
by dee forty-five
Summary: "Twilight…please, help. They're coming for me." Trixie collapses on Twilight Sparkle's doorstep with nothing but these words, a monster in pursuit, and a whole lot of unanswered questions. Now Twilight finds herself in conflict with mysterious, powerful group that likes to play for keeps. Can she and Trixie uncover the heart of this conspiracy?
1. Heralds

Spike took the bait.

Twilight grinned down at the board as the baby dragon eagerly moved his knight across the checkered squares. His piece nudged her queen aside.

"Wow, Twilight," he said, absently bouncing the black queen up and down in his claws, "I can't believe you blundered away your most important piece like that!"

Twilight Sparkle shook her head, a small smile warming her face.

"And _I _can't believe you're still thinking in such limited terms, Spike."

Spike weighed her words, his forehead creasing in thought.

"It's true the queen is powerful," Twilight continued. "And formidable. But is she always 'the most important piece?' That's really up to the situation and to the players themselves. For example: from my point of view, the 'most important piece' was that knight you just moved—because now that it's gone…"

Twilight's magic gripped a bishop carved from dark stone and levitated it to a square that, until last turn, had been menaced by Spike's knight. Spike's eyes widened as he saw the bishop line up perfectly with his own king.

"Check," Twilight teased.

Spike stared at the board, realizing that he'd fallen for Twilight's dupe.

Twilight's check put Spike, who before had played aggressively—stupidly so—on an abrupt defensive streak. She fervently stole the dragon's momentum, her pieces coordinating together in a relentless advance.

Twilight knew her game: reserved, calculated defense from the outset, misdirecting and luring the opponent until it was too late for them to erase the mistakes they'd made. Then, a strike at their vulnerabilities.

In an attempt to protect his king, Spike was forced to endanger many of his other pieces, just as Twilight knew he would be. Many of her smaller pieces ganged up on Spike's greater threats, eliminating them from the board. Soon a tide of black swept towards Spike's end, an overwhelming mass of pawns and knights and bishops surrounding the white king.

"And that's checkmate," she said.

"Twilight, d'you think you could go easy on me just once?" complained Spike as they set up the game again.

"The game goes on," said Twilight. "If you want to improve, learn from your mistakes. In this match I'll play black, as usual."

Before Spike could make his first move, a series of frenzied knocks sounded on Twilight's door.

When she opened it, Trixie Lulamoon stood before her: disheveled, haunted, and beaten.

"Twilight…please, help. They're coming for me."

The blue unicorn's eyes, wild with desperation, rolled into her head, and she collapsed.

Twilight stared down at her former rival for a silent half-minute, mind spinning as she tried to process the information.

"Twilight? Twilight, who's at the door?"

Spike's feet pattered against the library floor. When he saw Trixie, the young dragon let out a small yelp of surprise. A white pawn, loosely gripped in his claws, tumbled downwards; it chipped as it hit the floor.

"Twilight—Twilight, what's Trixie doing here?" Spike asked. "Why does she look so beat up? What do we do, Twilight?"

His voice spurred the unicorn out of her stupor.

"Help me take her inside," she commanded. "We need to protect her."

They took Trixie inside, settling her gently on Twilight's bed.

"Right," said Twilight, pacing near her occupied bed. "Next up, we'll need to tend to Trixie's hurts. All unicorns are capable of basic healing magic, but this is beyond my knowledge of the subject. Spike, I need you to run to the hospital. Get Nurse Redheart or any other pony you can find and send them our way."

Spike gave no response; he was staring at Trixie with a small frown on his face.

"SPIKE!"

"Uh, y-yes, I heard you!" Spike said, jumping at Twilight's shout. "I was just thinking…I know you forgave Trixie for that stunt with the Alicorn Amulet six months back, but…well, she didn't turn _you_ into a helpless ball and toss you around Ponyville. I still get bad dreams, sometimes. I'm just wondering…do we _really_need to help her?"

Twilight looked at her protégé, and Spike learned that cold disapproval made him flinch more than any display of open anger.

"Spike," she said in a level voice, "you will go and fetch a nurse or doctor for Trixie, because she needs help. And after you return and we're sure Trixie's in no danger, the two of us will sit down for a long talk about forgiveness and personal responsibility. Understand?"

Spike gulped. "Y-Yes…Twilight," he stuttered.

He dashed out the front door, shame and apprehension written on his face.

Twilight returned to Trixie's side, studying the blue unicorn. The magician had an assortment of injuries: a number of nasty-looking bruises, a few cuts and scrapes—one, along her flank, was large enough that it would likely leave a scar—and a general coating of dirt and grime.

However, Twilight could find no sign of broken bones or anything truly life-threatening; Trixie's collapse seemed to be from a mixture of exhaustion and stress.

_What happened to her?_

Twilight thought back to the last words to escape Trixie's mouth.

_They _were coming.

_Perhaps the better question is not 'what'…but 'who?'_

The thought chilled Twilight. Many wicked creatures stalked Equestria—and in her own role as a wielder of an Element of Harmony, she had personally encountered her own fair share—but one of the most malevolent beings Twilight had faced was not a fearsome dragon, or an evil spirit, but a regular unicorn. One with formidable magic power and a decided lack of morality, to be sure, but a unicorn like herself nonetheless.

For a few weeks following her adventure in the Crystal Empire, nightmares of herself as a tyrant had fouled Twilight's dreams. She had wielded Sombra's own dark magic, after all. Nopony was completely incorruptible…

Thoughts of the Crystal Empire sparked other memories, these of Shining Armor and his wife, Mi Amore Cadenza. As Twilight's mind turned to her brother, inspiration struck.

_Whatever was hounding Trixie might still be in pursuit,_ she thought. _While I'm hiding her, my own safety is in question…no harm in taking a few extra precautionary steps._

Shining Armor's specialty was defense magic; on his own he could shield an entire city for days. Twilight's imitation of her brother's spell could not encompass so wide an area, but soon enough her library stood under its own protective globe.

_There,_ she thought. _I can drop it when Spike returns. No harm in being too careful._

No harm indeed. It was not long before the barrier shimmered with power. Twilight jolted in surprise, sensing an attack through her shield's magic.

The lavender unicorn cautiously stepped out of the library, collecting power in her horn's tip.

A pegasus mare paced back and forth on the far side of the magic shield. She was slightly younger than Twilight herself, straddling the line that divided young and true adulthood. Her body was thin and wiry, like a metal coil, and suggested speed and tightly wound power. Her coat was a dark, midnight blue, her mane a silvery grey, and her cutie mark depicted a briar patch, sickly green, growing out of control. Her only accessory was a strange earring in her right ear, a slender shard of black onyx dangling from a silver chain.

Catching sight of Twilight, the pegasus stopped pacing and stood still, glaring at the unicorn.

"Let me inside." It was not a question.

"I'm gonna have to say 'no' to that one," Twilight replied, gathering more energy.

The mare's nostrils flared. She flew aloft, hovering over ten feet in the air; the earring danced with each flap of her wings. Her shadow, looming through the shield, enshrouded Twilight.

"You don't want to be the pony who tells me 'no,'" the pegasus growled. "And you _don't _want to be the pony who hides Lulamoon from us." At the emphasized word, both the onyx shard and the mysterious mare's eyes flashed a vivid green.

Twilight's barrier abruptly wavered, small cracks growing in isolated spots. Twilight herself buckled, gasping from sudden shock. An unseen and powerful magic force assaulted her barrier.

The pegasus' eyes narrowed, and Twilight felt the pressure on her spell increase. The power was steady and unyielding; holding it back was like trying to stop a glacier with her bare hooves.

Fear crawled through her. As one second stepped after another, the cracks in her barrier slowly spread, and Twilight's mind raced at the tremendous speed only attainable by thought.

_That's definitely magic that the pegasus is using against me,_ Twilight thought. _I don't think she's an alicorn…Luna above, where is she getting this power? My barrier can't stand up to this much longer…_

With all its cracks, the shield now resembled a spherical cobweb. _I've got to catch her off guard,_ Twilight reasoned. _She'll hurt Trixie—or worse—if she gets the chance._Twilight forced resolve into her heart.

Her brother, from whom she'd mimicked the shield spell, had once united his power with Cadence to expand his shield and expel an entire army from Canterlot. Twilight's imitation was imperfect, but the element of surprise aided her.

The shield exploded outward, catching the mare in wide-eyed surprise. While Twilight's spell dissipated after a few moments, the force still flung her adversary a good distance, slamming her against the wall of a building.

The mare rose from her position on the ground, naked rage on her face.

"Nopony does that to me!" she snarled. "Nopony dares to—"

Whatever it was nopony dared to do remained a mystery, for the pegasus let out a yelp and ducked against the ground. A magic bolt sailed through the spot that had been occupied by the mare's body just a few seconds before. It smashed into the wall, and bits of brick and mortar sailed into the air.

Twilight charged the pegasus, re-forming her spell as she did so.

The blue mare rose from her position on the earth, eyes brimming with fury. "You want to play hardball?" she said. "Fine."

The onyx earring glowed green once more. Power flowed from her body like waves of heat, and she began…_changing._

Long slivers of bone erupted from her body, two from each side. They stretched out like branches, growing until they touched the ground. Flesh sprouted from them, quickly transforming the bones into spindly legs.

Her original four legs elongated, raising the mare's body higher into the air. As they matched the new four in length, a sick grinding noise came from them. With eight long legs splaying from her body, the mare looked not unlike a spider.

Other parts also changed. The pegasus' wings grew, and bones poked out of the tips of her feathers; they resembled curved needles. A glistening liquid with a sickly-sweet smell dropped from each pointed tip of bone. Her muzzle stretched, and curved fangs filled her mouth, dripping with the same unknown liquid as her wings. A third eye split the skin on her forehead, glowing green—the same green emanating from her earring and other two eyes.

Twilight's charged slackened as the purple mare stared up at the monstrous apparition rising before her.

"Let's play hardball," the monster crooned. Twilight had expected the creature's voice to be some sort of vicious, gravely roar, but to her surprise it sounded unchanged—a voice one might hear from any random mare on the street.

Somehow, reality disturbed Twilight more than her expectations could have.

The former mare unleashed a battle howl and soared skyward. Flecks of the glistening liquid fell like rain with every beat of its massive wings; it didn't take long for Twilight to decide that she wanted to avoid getting any on her.

The creature screamed in a mare's voice; the familiarity of the sound disturbed Twilight more than any guttural roar. It bore down on Twilight, wings drumming a furious sound through the sky.

Twilight resumed her charge, racing to meet her adversary. The monster let out a cocky chuckle as it closed the distance. Fangs glistened in its wicked smile.

Moments before its maw met Twilight's neck, a flash of light momentarily enveloped the purple unicorn. A breath later, she was gone.

The beast blinked as its fangs closed on empty air. The momentum of its attack offset the creature's balance; it wobbled, crashing into the dirt. As it rose, growling, Twilight's mocking voice met its ears.

"Hey! Hey, stupid, up here!"

The spider-like abomination turned its gaze to the sound's source. Twilight cheekily waved at it from the roof of a nearby building.

"Hell~_ooooooooo…_" Twilight droned. Her enemy bared its fangs at her taunt.

Behind the unicorn's chill façade, her heart beat a staccato of terror. A lesser pony might have let it show, but Twilight had years of experience facing hydras, manticores, and worse under her belt.

Instead of flying at her as it had before, the creature scuttled across the ground, its eight unnaturally-long legs blurring together in a nauseating union of motion.

It shrieked and swiped its wing through the air like a claw. Splashes of poison flew from the bony tips.

Twilight collapsed against the roof of the building, the droplets whizzing overhead. A speck of the venom caught in her mane, eating a hole into her hair. Twilight yelped and shook it free of her mane, only to pick up the sound of hooves scraping against plaster.

The monster rose into view, chuckling in that nightmarishly normal voice. The regular pony body looked almost comically undersized between the spindly legs and oversized pinions, like a butterfly too small for its wings.

The monster raised one of its front hooves and drove it down towards Twilight's position. Twilight teleported once more, this time to the ground, and took off in a dead sprint. Behind her, she heard the air split as the monster's attack smashed into the roof. It screamed in frustration.

The creature pushed off the rooftop with all eight of its legs and landed with an enormous crash. It scuttled after her.

Twilight's hooves brushed against pebbles and weeds and loose clods of dirt as she raced from her pursuer. She only half-noted the obstacles; even as she splashed through an errant puddle, only part of her mind registered the shock and discomfort of the water against her fur.

_I've got to stop running and take the offensive,_ she thought. _If I exhaust myself…_

Twilight spun. The creature was bearing down on her, nearly at the puddle she'd ran through.

_Perfect._

Six months prior, during her magic duel against Trixie, Twilight had the opportunity to use a heating spell she'd chanced upon. The spell she now used operated under the same principle, but in the other direction—it _lowered _temperatures.

The air plummeted to a decidedly uncomfortable chill; the ground was blanketed with a smattering of frost; small plants withered at the touch of the sudden, extreme cold.

And, most importantly, the puddle flash-froze into a patch of shining ice.

When the monster's hoof met the near-frictionless surface, it slid out of control almost immediately. The monster tumbled over itself with an alarmed gasp; it collapsed against the road, sending puffs of newly-born frost spiraling skyward. Many of its legs sprawled in odd angles as it crashed, snapping as the beast's momentum and weight proved too much for the thin bones to handle.

Twilight gathered energy into her horn, lining up her shot. The spell she unleashed—a modified and perfected form of the spell she'd wielded during the changeling affair—shot out from her in a blaze of purplish-pink energy.

The blast met the side of the monster's body, scalding away a large blotch of fur and skin, and burning the flesh beneath into a sickening, shining scarlet.

Twilight expected some sort of response from her foe—a roar, perhaps, or an agonized howl—but she could not anticipate what she received.

The creature leveled its three eyes at Twilight and glared, a growl ripping from its mouth, as its wounds began to heal. The burned flesh knit, new tissue taking its place, and the wound quickly scabbed over.

"No," Twilight breathed, mind struggling to process what she saw.

The scabs dropped in favor of ugly scars, grey and purple, which soon gave way to smooth, unblemished skin. Within seconds, dark blue fur blanketed the bare patch, blending perfectly with the rest of the monster's coat.

"This—this can't—" Twilight stuttered. All evidence of her attack was gone.

The creature slowly rose, placing weight on all eight of its slender limbs. The leg fractures snapped back into place with loud cracks. Lumpy movement beneath the skin showed where the bones moved, sliding back into their usual spots.

The creature smiled and stepped in Twilight's direction.

"That's not…it's not _possible,_" Twilight said, her voice's utter calm masking the panic in her mind. Somewhere in her brain, a loose thought recognized the peril she was in and ordered her legs to move, her horn to initiate teleportation—_anything _to get her away from the abomination now stalking towards her.

The monster slowly approached Twilight, all three eyes fixed on her face. Every step it took left a soft crunching noise, an impression in the powdery frost coating the street. The purple pony's legs refused to follow her brain's orders, merely twitching in an effort to escape.

The creature raised its wing, ready to rip into Twilight with the slivers of poisoned bone.

At that moment, a purple blur rocketed through the air and landed on the monster's head. Its three eyes looked up, meeting the gaze of the baby dragon staring down at it.

"Um, hi there," said Spike. He took a big breath and exhaled dragon's flame into the creature's face.

It shrieked, convulsing in spasms, its bucking body throwing Spike to crash down onto the street. The young dragon raised himself and raced over to the stunned unicorn.

"Twilight! Twilight!" he said, trying to get her attention. "Snap out of it!"

Their opponent raised a leg to charge in their direction, but a lariat flew through the Ponyville skies, ensnaring it. The rope pulled the creature's leg in a sudden show of force; again, its balance was destroyed. The monster tumbled down into a mess of broken limbs.

"Twilight!"

Applejack raced into view, spitting the end of the rope from her mouth.

"_Twilight!_"

Her friends' voices finally snapped Twilight from her stupor.

"A-Applejack?" she said, looking at the orange-furred mare staring worriedly at her face. "I'm…I'm all right." Twilight shook her head, mane flapping as she tried to banish her panic. "But we need to focus on the enemy."

"Oh, no need to worry about that," Applejack boasted. "That beastie took a little tumble when Ah wrangled it. Looks like it broke its legs." A smug smile graced the earth pony's face. "Poor little thing," she finished sarcastically.

"I wouldn't celebrate just yet," Twilight warned. "I already tried something similar. Look!"

The former pegasus was already rising, its bones aligning into their proper places once more. Pure hatred shot out of its eyes like arrows, flying from a face that already boasted half-healed burns.

"What in tarnation?" yelped AJ. "But we burned that thing and tripped it good!"

"Not enough," Twilight replied.

New sounds registered in her ears: screams and hollers from the Ponyville townsfolk. The good ponies of Ponyville were not unaccustomed to a certain amount of craziness—they'd faced parasprites, a spirit of chaos, and even a giant rampaging Spike (long story) in the past few years.

But nopony said they deserved to endure another incident.

"This way!" Twilight shouted, racing away from her enemy. Applejack and Spike followed suit. The creature shouted behind them; wingbeats resounded through the air like timpani drums.

Spike began flagging behind the two ponies—no matter how much endurance he possessed, the little dragon still could not cover as much ground in a single pace as his equine friends.

Twilight levitated him onto her back.

"Thanks, Twilight." He smiled.

"No problem. Now, we need to lure it out of Ponyville! It's causing _way _too much trouble to be left here!"

"Agreed," Applejack responded. "The Everfree Forest?"

"Sounds like a plan."

The two mares ducked between buildings, doing their best to lead the creature through the least populated areas of Ponyville as they raced to the cursed woodland beyond.

A sudden scream drew Twilight's attention.

A stallion writhed on the ground behind them, screaming as spots of festering flesh ate up his body; the creature flapped above him, scattering poison as it went.

_I'm sorry,_ Twilight thought, thinking back to her own charred mane. What would that feel like with flesh? _Please be okay…please be okay…_

The two mares broke free of Ponyville's outer limits, racing towards the Everfree Forest. Sparks of green flame catapulted through the air—Spike's desperate attempt to keep the monster at bay.

The ponies dashed under the shielding tree branches, the canopy protecting them from the airborne terror in pursuit.

It gave a shriek, forced earthward to continue its hunt.

Applejack snagged Twilight and Spike into a spacious bush. They rested, regaining their breath, and tried to avoid provoking the monster that prowled through the trees.

"Twilight," Applejack said, voice subdued, "Ah didn't say anythin' before, but…that monster, when it cries out, its voice sounds like no monster Ah've ever heard!"

"That's because a few minutes ago, it was a plain old mare," Twilight replied.

"Pony feathers! You think Ah'm gonna believe somethin' like that?"

"It's true. I don't know what this thing is—maybe it really is a pony, maybe it's a shapeshifter like the changelings—but I'm not sure how to beat it."

"Well, it's got no advantage here in the forest, figurin' it can't use its wings and all. Maybe if'n we just lie low, it'll give up and fly away!"

"We can't. If it gives up on me, it'll probably just head back into Ponyville."

"Why the hay would it do that?" Even whispering, Applejack's frustration was palpable.

"It wasn't going after me originally. It was after Trixie."

"Trixie?"

"She's at our place," supplied Spike. "She showed up outta nowhere, beaten up and begging for help."

"Tarnation…"

The creature, which was furiously combing rocks and fallen logs a few dozen feet away, suddenly perked up, its ears twitching as it turned its gaze towards the forest path. A few seconds later, Twilight and the others heard what perked its interest.

"_Cutie Mark Crusaders trailblazers!_"

"No!" whispered Applejack, total horror dawning on her face. "Ah plum forgot—Apple Bloom and her friends said they were goin' to visit Zecora!"

The voices of three fillies wafted through the forest air.

"I can't believe she's not home!"

"Ah coulda sworn she was here yesterday…"

"And no note!"

"And is her place usually such a dump?"

Three foals, one for each pony race, trotted into view. A red-maned earth pony led the group, an orange pegasus and a young, squeaky-voiced unicorn keeping close behind her.

The monster turned to them with a low growl, and the three girls' banter screeched to a halt as they caught sight of it.

"What—what is that?" Scootaloo shrieked.

"Ah don't know!"

Sweetie Belle pointed a hoof at the monster's head. "Ew!" she said. "It's got three eyes! Oh, and jewelry. That earring looks pretty!"

The monster, screeching, rushed the three girls. They huddled together, petrified.

"**_Ah won't let you!_**"

Applejack leapt from the bush, snagging a sizeable rock from the forest floor, and tossed it into the air. She smashed one of her rear hooves into it, bucking it as she would an apple. The makeshift projectile rocketed at the charging creature. It smashed into its head—_whuck!_—and the impact sent it careening off course.

The assailant toppled into a thicket of dead trees a small distance away from the Crusaders. Blinded by the blood trickling from its newest—and already half-healed—head wound, the creature wailed, a sound like crystal held against a grindstone. It lashed out wildly with its eight limbs.

One of its mad blows struck a dead tree with tremendous force. The withered behemoth creaked, tipping precariously, before it fell with a great moan that echoed through the forest.

The falling tree aligned directly with the three fillies.

Applejack, too far to save her sister, screamed a wordless, desperate plea, even as she dashed hopelessly down the path.

Scootaloo was the first of the Crusaders to unfreeze from her terror, and the pegasus used the brief seconds given her to shove Sweetie Belle and Apple Bloom away from the path of the falling tree.

The safety of the other two guaranteed, Scootaloo stared up at her doom with wide eyes…

A rush sounded through the air. A vibrant blur zoomed through the forest, plucking Scootaloo safely off the ground before the great tree smashed into her.

The orange filly clung to her rescuer, and Rainbow Dash smiled back.

"Hey, squirt, quit getting yourself into situations like this!" the older pegasus teased. "I'm not always gonna be around to pluck you outta danger, you know!"

Scootaloo grinned sheepishly. "I'll…try my best, Rainbow Dash."

Rainbow scooped up the other two Crusaders, depositing the trio a safe distance away from the action.

"Run back to Applejack's place fast as you can and shore up, you hear?" she commanded. "We'll be along soon enough."

"You're not coming with us?" Scootaloo asked.

Rainbow shot a cocksure grin at her surrogate sister.

"Not this time," she said. "Got some flank to kick."

"Go, Rainbow Dash!" Scootaloo cheered. Her idol sped through the trees, effortlessly weaving through branches, and returned to the site of battle.

As the monster raced at Applejack, Twilight unleashed a burst of magic at its back. It flinched at the blow, but kept charging. Rainbow was astonished to see the wound from Twilight's attack knit up almost instantly.

Spike blindsided the beast as it approached the earth pony, the little dragon darting in among its slender legs.

Seizing her chance, Rainbow Dash slammed into it alongside Spike. The extra force toppled the monster.

Spike ducked here and there, dodging the droplets scattered by the creature's wings and fangs. The blue pegasus needed no incentive to do likewise.

Rainbow and Spike retreated from the creature; they and Applejack rallied around Twilight.

"Thank you kindly for helpin' mah sister and her friends get out of here, RD," Applejack said.

"No prob. But maybe you can save the thanks for _after _we beat up the scary monster?"

"Agreed. We need a game plan. Twi?"

The purple unicorn's face tightened as thoughts ran through her head. After a few seconds she looked up, a small smile on her face.

"I've got just the thing," she said.

A few minutes later, the monster rampaged into a small forest clearing to find Twilight, and Twilight alone, staring it down.

"Abandoned by your friends already?" the creature taunted, speaking in that eerily mundane voice.

"It's just you and me," Twilight replied. Her horn glowed with magic. "Let's do this."

The creature screamed, racing towards her in blind aggression.

Twilight forced down a smile and charged to meet it.

As the two approached each other, Twilight unleashed her spell, teleporting behind her charging enemy—a technique she'd perfected against her first foe, Nightmare Moon, in this very forest.

Twilight leapt through squares and over her enemy like a knight, disorienting and confusing her opponent with the unanticipated move. Now she had it—if it stayed still, she could easily blast it with magic. Though it could heal, the creature's screams indicated that it felt pain, and Twilight felt confident it didn't want unnecessary hurt.

But she did not expect it to stay still: it would expect an attack and sidle left or right to remove itself from her strike. Twilight did not know which way it would dodge, but either choice held a nasty surprise.

It chose left, slinking towards the thick bushes at the clearing's edge. Spike burst from the foliage, the dragon's sudden appearance startling the creature.

Twilight's assistant maneuvered between writhing legs and drops of venom, his small form eventually settling beneath the monster's torso. Spike raised his head and unleashed dragon fire.

A continuous stream of flame bombarded the creature's underside, provoking shrieks. Its own body protected Spike from the spilling poison, and its long, spindly legs could not reach beneath itself to strike back.

The creature staggered away from the thicket's edge, fruitlessly trying to escape Spike's attack; the dragon found it effortless to keep under its body.

In her mind's eye, Twilight transformed the clearing into a grid of white and black. She smiled, lining up her next move.

"Rainbow Dash, now!" she called.

The blue pegasus, hiding in the canopy above, darted out, speeding diagonally like a bishop crossing the board. Rainbow wove through the sprinkling venom with her tremendous speed, smashing into one of the oversized wings. It crumpled in a snap of feathers and bone.

The creature gasped, swiping at Rainbow Dash with one of its limbs, but the pegasus had already vanished. The wing began to fix itself, but as it did so the pegasus barreled into two of its legs, breaking both limbs.

As the seconds passed, Rainbow Dash created a blur of colors as she spun around the creature's body, breaking legs and attacking wings. Though the creature healed whatever wounds Rainbow inflicted, the pegasus was always quick to strike elsewhere, sometimes smashing bones that had only just recovered. And all the while, Spike spewed fire into its body.

Held in place by the pegasus' assault on its limbs, the creature could not dodge ranged attacks. Twilight blasted it relentlessly with her magic, and Applejack revealed herself from the brush on the other side of the clearing, where she'd poised to attack the creature if it dodged right instead of left. The earth pony's face was a grim, wrathful mask, and she bucked rocks and stones at the thing that had dared endanger her little sister.

Applejack's missiles tore open holes in its hide; Twilight's magic burned away patches of fur and skin. Their foe thrashed wildly, immobilized by Rainbow Dash's assault and still shrieking from Spike's fire.

Now Twilight saw it for what it really was, this seemingly unstoppable, seemingly invincible juggernaut that had so intimidated her. Like a rook, it mindlessly barreled down the board, smashing through any obstacle in its way. But here it was: boxed in by lesser pieces, with nowhere to move and nowhere to escape; pinned by knights and bishops and a young pawn, its destruction inevitable.

Twilight blasted another burn into its side, and again the creature healed its wounds—but the fresh skin appeared slower, this time. Twilight saw its leg bones aligning with sluggish speed, and looked at its face. All three eyes were wide in terror, and she knew the endgame was hers, that the creature's healing powers were not inexhaustible.

One of Applejack's stones scraped open a wound in its side. The edges of the small cut trembled, slowly crawling towards each other as the wound mended—and then abruptly stopped. The wound stood, trickling blood; the earring dangling from the creature's ear gave off several flashes of dim green light.

"Stop!" the creature screamed. "I give up! Please, no more!"

None of the others stopped their assault, but both Spike and Rainbow Dash turned to Twilight, questions in their eyes. Twilight was grateful they deferred to her judgment before stopping on their own.

"Everypony, stop," the unicorn decided. "Both of you, back away from it."

Both Spike and Rainbow Dash retreated from the monster. Its underside was a nasty, violent red; small burns and cuts dotted its hide; and, three of its legs were broken.

The creature stood, heaving, for several seconds. After nearly a full minute without punishment, its wounds began making themselves right, though still without the speed which Twilight had first observed.

The creature looked down at Twilight and the others, hatred beaming from its three eyes. "How _dare_ you," it said—or should it be _she_said? Now that she was speaking instead of shrieking in fury—not to mention that she was no longer trying to murder them—Twilight found it easier to think of the creature before her as a 'her,' not an 'it.'

"Nopony—_nopony_—" hissed the enemy. She panted, holding her sides weakly. "What—what are you?"

"What are we?" answered Rainbow. "Gee, I dunno. An ace flyer, Iron Pony, soon-to-be Wonderbolt (if you ask my opinion)—"

"Dedicated sister," Applejack interjected. "Hard worker, strongest earth pony mare around—"

"Plus the personal apprentice of Celestia!" Spike said, hoisting a claw in Twilight's direction. "A master of magic and one of the smartest ponies you'll ever meet—"

"Only pegasus ever to pull off a Sonic Rainboom—"

"Champion wrangler—"

"And a freaking _dragon!_" Spike said, puffing up importantly.

"We're ponies who don't like bullies swaggering into our town," Twilight said, returning the monster's gaze. "Maybe next time you pick a fight, it shouldn't be with fully half the wielders of the Elements of Harmony."

The creature blinked.

"Elements…of Harmony?" she croaked. Her voice wavered with more than just pain—Twilight recognized utter fear.

"You three…you are…" the monster quivered. She tentatively retreated from the group, despite her still-mending legs.

"…wielders of the Elements?" it finished in a voice laced with horror. Twilight and her friends stared back wordlessly.

A mindless, terrified scream erupted from the creature's mouth. A burst of green light flashed from the onyx earring, temporarily blinding Twilight and the others.

When Twilight's vision cleared, the monster before her was gone, replaced by the same deep-blue pegasus from before.

The pegasus raised her wings, still screaming wordlessly, and flew straight up through the canopy of the Everfree Forest and out into the sky beyond, streaking away from Ponyville.

"Hey, wait!" Rainbow yelled, preparing to rush after her.

"Stop! Rainbow Dash, stop!"

Twilight's words halted the pegasus.

"Why?" the blue pony challenged.

"Even wounded as she is, I don't know if you—if _any_of us—could take her one on one," Twilight said. "The fight's over. If she wants to run, let her. Better than you getting hurt."

Rainbow grumbled, but settled down in the glade.

"Twilight…what was that?" Applejack said. "Ah've fought timberwolves, dragons, and the living embodiment of chaos itself…but Ah don't know if Ah've ever seen something like that."

"I'm not sure. But I think I know somepony who can tell us. Spike, did you send doctors to the library to help Trixie?"

"Yeah," the dragon replied. "I was running back with them when Applejack ran into me, told me you were in trouble. They should be helping Trixie right now."

"Good. Maybe when she wakes up, we'll get some answers."

Twilight turned to the others, a stormy look in her eyes.

"Get ready, everypony. Somehow I don't think our problems are over with yet."


	2. Lulamoon

Trixie stirred.

What was that soft feeling beneath her? Clouds?

Ah, to sleep on clouds…

Trixie had always envied pegasi, deep down. To be able to walk and sleep in the sky, to look up and see the sun and moon and stars, eternal, without clouds concealing them—the thought of such beauty made her shiver.

Oh, there were cloud-walking spells, to be sure. But even if you managed to find one, a pony adept at delicate magic needed to cast the spell. And if all of that went according to plan…so what? The spell lasted for a few days, at most.

Oh, how she ached for the sky.

Of course, there were _other_ ways to achieve one's dreams. A pony just needed the right amount of power. More of it. More—

_No._

Regret coursed through Trixie like a stream.

_You can't be trusted with power like that. Or don't you remember?_

_I do remember. I do._

The Alicorn Amulet—dark days in Ponyville—ponies working like slaves under the Great and Powerful—

_No! I…I never meant…I learned my lesson!_

Did you, now?

New mistakes…worse mistakes…they had followed the Amulet, like all the legends said they would.

But what did a few slip-ups matter, really? To sleep on a cloud, to walk the skies…

To live one's dreams…

Surely that was a worthy reason to seek strength, right? It wasn't too late. All it would take was just a little more power…

_No!_

_I—I fell for it again—! The same trap! And I went into it with the best of intentions, but yet again, I…I've endangered everypony. The princesses…those Ponyville folk…and Twilight Sparkle…_

_Twilight Sparkle!_

_I need to tell Twilight!_

Trixie's eyes snapped open.

She wasn't sleeping on a cloud, but on a bed—one softer and plusher than any she'd known.

Twilight's room was a bookworm's dream. The walls were all shelves, and every inch of them was smothered with manuscripts and scrolls. An inviting, earthy scent permeated the room.

So this was Twilight's home. It was so big, and so spacious, and—

And Trixie was jealous.

_Stop that. That's the old Trixie talking. The so-called "Great and Powerful" Trixie. You're better than that, now. You didn't come here to long for Twilight's life._

_You came here to warn her._

Trixie rolled out of bed, but as she stood up her body groaned, and the room spun.

She was in worse condition than she'd realized.

Trixie willed herself to stay standing, and after a few seconds the dizziness subsided.

"Twilight?" she called. A soft echo trailed through the library.

"Twilight Sparkle?"

"Down here!"

Trixie rushed downstairs to find Twilight sitting by an old cot. Books and scrolls were arranged before her, gripped by Twilight's telltale violet aura. Twilight's brows furrowed in deep thought, her chin resting on one hoof. That purple dragon—what was his name? Strike? Spite?—stood attentively nearby, organizing more material for Twilight to look through.

Twilight addressed Trixie without looking up.

"You're awake. Good. What was that thing?"

_That thing?_

"Wait, they've…they've come already?"

"One has. She tried to kill you."

"We fought it off!" the dragon interjected. Gah, what was his name? Sleight? Spine? "Its tail was between its legs and everything!"

"_Her_ legs, Spike," Twilight corrected.

Ah, that was it. Spike.

"I feel comfortable assuming that the form she took as a pegasus mare was as close to a 'true form' that we're going to get. Hence, it's only polite to use feminine pronouns."

"Wait, you battled one of them? But…"

A woozy feeling suddenly overtook Trixie, and she found herself on the floor, eyes pointed at the ceiling. Within a few seconds, Twilight's face came into view, looking down at her fellow unicorn with concern.

"You were in bad shape when you came here," said Twilight. "We had the town doctor patch you up, but it might take a while for you to truly recover."

She offered a hoof to Trixie. Trixie gripped it, letting Twilight pull her up.

"You need rest," Twilight said. "Go lie down."

"I need…I need to tell you…"

"I'd rather hear the story from a mind in good shape. It can wait a few minutes until you get your bearings."

Twilight helped Trixie to a nearby cushion. As the blue unicorn settled down, a thoughtful look crossed Twilight's face.

"Spike!" she called. The dragon raced to attention.

"Collect the others, would you? I think all of us should hear this."

He saluted. "Aye-aye!"

* * *

Trixie shifted uncomfortably under the watchful gazes of six ponies and a dragon. Despite her inner dread, she tried to return their glances. She'd known she'd have to face them again, but...

"Hello, everypony," Trixie said. She tried to inject some of her old pomposity into her words. "Before we begin, Trixie needs to say…no, _**I**_ need to say. I'm sorry."

A round of silence came from the six ponies. Some of them blinked.

"Silly-willy!" said Pinkie Pie. A big smile broke through her muzzle. "You already apologized way back when! You don't need to do it again!"

"I know, but…I still feel bad about it. I still need to apologize."

"Well, that's mighty kind of ya, but—"

"Please _excuse_ me," interrupted Rarity, "but speaking as one whose baby sister was recently put in danger, might Trixie's stint as would-be Overmare be something to discuss another time?"

"Rarity's right," said Twilight. "Trixie? What do you have to tell us about that monster?"

Trixie shifted on her cushion. "You said it was a mare that attacked you, right? What did she look like?"

"Dark blue coat," Twilight said. "Silver mane. She looked like a normal pegasus, but she…morphed into something much, much worse."

"I suspected as much," Trixie said. "Her name is Bramble. And she was a normal pegasus…until about a month ago."

"What happened?" asked Twilight. The others all leaned in expectantly.

"She was found by somepony very wicked," Trixie said. "Somepony named Morning. And he gave her a shard of onyx with something terrible locked inside of it."

"The earring!" Twilight gasped. "I _knew_ there was something magical about it, but in the heat of battle I was too focused on the enemy herself to really act on my hunch. I'm guessing that's what let her change forms?"

Trixie nodded. "Yes. She has a form of magic distinct from what we unicorns possess. The earring also gives her healing powers, and, if she so wishes, a new form to assume."

"That beastie was somethin' terrible to fight for sure." Applejack shook her head. "One of the fiercest critters Ah've ever seen—sure outclassed those Timberwolves."

"So she transformed? And you actually fought her off without anypony getting hurt?"

The group's faces collectively darkened. Even the eternally-optimistic Pinkie Pie wore a frown.

"I wouldn't say _anypony,_" Fluttershy murmured.

"What happened?" Trixie asked. Cold dread rose inside of her. "You mentioned your sister, didn't you, Rarity? Did one of those little fillies…?"

"No!" Rarity said. "No, Sweetie Belle is quite safe, thank goodness. I don't know what I'd do if she was anything but. But a stallion is in intensive care."

"W—What?"

"Yeah," Applejack said, looking sideways. "We tried to lead it out of Ponyville as fast as we could, but…poison rained on his whole body. The best doctors in Ponyville are looking to him, but…"

"Is he going to be all right?"

"We don't know."

The weight settled on Trixie like an anvil. She'd brought Bramble here. She'd banked on Twilight and the other wielders of the Elements driving her off, but had she really expected there wouldn't be collateral?

It was on her shoulders. Like so much else.

Trixie quivered. "I messed up…again…I'm so sorry, everypony. First the Ursa, then the Amulet, and now this...every time I visit Ponyville, I bring so much misery. I should never have come here."

She heaved heavy breaths, but a comforting hoof rested on her shoulder. Trixie looked up to find Twilight smiling down at her.

"Easy, Trixie," said Twilight. "He might still make it. And if you hadn't come here, you yourself almost certainly wouldn't be alive."

Trixie considered Twilight's words, then nodded. Twilight was right. She'd taken the best course of action she could, and coming to Ponyville hadn't only been a gambit to save her own skin—somepony needed to be told.

"You're right. Thank you, Twilight."

Twilight patted Trixie on the shoulder. "You're welcome. Now…I need you to tell me. What exactly is the nature of this artifact that gives Bramble her power?"

"The onyx shard isn't just an artifact: it's a prison. The thing contained inside is called Wormwood; Bramble made a deal with it, and it lets her tap its power in return."

Twilight's breath turned sharp.

"Wait. You don't mean…_that_ Wormwood?"

_So she knows._ It wasn't too surprising, Trixie guessed; she was the student of the princess, after all. If anypony knew, it would be Twilight Sparkle.

"Uh…Twilight? Not to butt in, but you wanna tell us what that is?" Spike volunteered.

Twilight nodded. "Wormwood is one of the fell spirits."

A pause made its way through the others.

"And…what's a fell spirit?" asked Fluttershy.

"They're wicked creatures that show up in a few myths," Twilight explained. "Ancient and terrible, they're supposed to have plagued ponykind in the era before the founding of Equestria…they even predate Celestia and Luna.

"None of the sources agree on where the fell spirits came from. Some say they're primeval spirits, like Discord, that have existed since the dawn of reality itself. Others say they're demons that slithered out of Tartarus. And one legend claims they're evil ponies who were transformed into beasts by their own wickedness.

"There are five: Wormwood, Fallingstar, Dragonblack, Solstice, and Grandraven."

"Wormwood is the weakest of the five," Trixie injected. "Grandraven is the strongest."

Twilight nodded in affirmation.

"The story goes that the fell spirits tormented ponies in ancient days," Twilight continued. "Eventually, a group of powerful sorcerers faced them down. They were able to subdue the fell spirits, but could not destroy them. So they took an enchanted onyx, split it into five shards, and sealed one of the spirits into each shard. What happened to the shards has been lost.

"The story was never widely known, and probably would have been forgotten if it wasn't for a curious incident a few centuries ago. An esteemed scholar of magic suddenly claimed one day that the fell spirits were real, that a secret order of ponies served as their hosts, and that he had been a member before defecting. He begged anypony to listen to him, claiming that the order would surely murder him within a fortnight."

"What happened?" Spike asked.

"Nothing. Nothing happened. The scholar lived to a ripe old age, but his paranoia and obsession persisted. He lost all credibility, was cast out, and became little more than a joke in the magical community. He spent his twilight years holed up in a shack, desperately trying to hide from assailants who never came."

Twilight looked at Trixie. "Though that scholar ensured that the fell spirits would be remembered, nopony takes their existence seriously. Are you telling me that they're real after all?"

Trixie gave a slow nod. "I am. The shards, and the creatures that live inside of them, are very real. They rely on ponies to serve as their hosts, and give the ponies amazing powers in return. A pony named Morning has served as Grandraven's host for almost a thousand years and—"

"A thousand years?" Rarity gasped. "Nopony lives that long, except the princesses! Is this 'Morning' an alicorn?"

Trixie shook her head. "No. He's just a normal stallion…or was, a long time ago. Grandraven has given him eternal youth, among other powers. Morning serves as the steward of the other four shards, and over the centuries he's distributed them to ponies he thinks would make suitable hosts for the spirits within. The pony who attacked you, Bramble, is Wormwood's newest host."

A low murmur burst through the other ponies. Trixie couldn't fault them—it was certainly distressing news.

"Hold on!" Applejack shouted. The discussion quieted. "If'n these monsters are real, how'd you get mixed up with 'em, Trixie?"

Trixie took a deep breath. "Morning came to me, looking for information…I was his best lead on something he wants very much to find."

"Which is?"

"The Alicorn Amulet."

"Wait a sec," Spike said. "That mare—uh, 'Bramble,' I think you said—she was tough enough. How strong would she be if she got the Alicorn Amulet?"

"Now you see what sort of problem this is," Trixie said. "When I realized what I was dealing with, I came straight here…but I don't think they wanted the secret to get out. Bramble was sent to silence me."

"But—we chased off that varmint, didn't we?" Applejack said, her voice shaking. "Me an' Twilight an' Rainbow Dash an' Spike. So we shouldn't have anythin' to worry about, right?"

Trixie shook her head. "I'm sorry, but no. Even if you exhausted her healing magic, as long as she got away with the shard, she'll recover eventually. I don't know how long it will take, but Wormwood's power will heal her. She'll be back…and not just for me. Bramble takes things _very_ personally…"

The various ponies murmured uncertainly to each other. Even Spike deflated a little bit.

"Um…" said Fluttershy, sidling over to speak with Trixie. "Miss Lulamoon…There are five fell spirits, aren't there? So Bramble has one, and Morning has another…are they the only two we need to worry about?"

"I don't think Solstice currently has a host," Trixie said. "I'm almost positive. But that still leaves four ponies serving as hosts for the fell spirits. And since you only encountered Bramble…"

"That leaves three more to worry about," Twilight finished grimly. She paced back and forth, her forehead knotted in thought.

"If the fell spirits really are looking for the Alicorn Amulet, Zecora's in danger. Trixie, what do they know about the Amulet's location?"

Trixie stared at the floor, silent. She couldn't bear to meet the others' eyes.

"…Trixie? What do they know?"

"Everything," Trixie whispered. "I'm so sorry. They know everything."

A flurry of shouts erupted from the other ponies.

"Zecora—!"

"Is she okay?"

"We need to go!"

Suddenly, Rainbow Dash pushed herself into Trixie's face.

"So _that's_ what it's like, huh?" she shouted. "Didn't like getting outsmarted by Zecora, so you told those baddies everything, only to come running to us when they turned on you, too? Well, isn't that just like the Great and Powerful—"

"_That's not what happened!_" Trixie hadn't meant to shout, but her volume and ferocity interrupted Rainbow; the pegasus retreated a few steps, taken aback.

"I didn't mean to send anything bad to Zecora or Ponyville! I wanted to change my life around! I came to you as soon as I realized what was going on! It's not—I'm not—"

Trixie's cheeks felt hot and wet and she realized she was crying. She turned away, burying her face in her hoof so the others wouldn't have to see.

A frigid silence hung in the air, punctuated only by Trixie's sobs. Twilight eventually cleared her throat, drawing the others' attention to her—and away from the crying unicorn.

"Right," Twilight said. "We need to go look in on Zecora right away. Get ready, everypony. We leave immediate—"

"Wait!" Trixie interrupted. Her eyes were still red and the occasional hiccup interrupted her speech, but she spoke as forcefully as she could.

"Bramble is still out there somewhere. She's vengeful and if...if all of you left Ponyville, she'd be happy to take advantage of the opportunity. These ponies—they have no remorse. They'd target your friends and families to get to you."

She stood up off the cushion and stepped onto the floor. "You _can't_ leave Ponyville unguarded. Bramble won't hesitate."

The others looked back at her, stunned. As the wielders of the Elements of Harmony, they'd faced more danger in a few years than most ponies faced in a lifetime, but most of their adversaries had kept things personal. Even Discord hadn't singled out their families for punishment; he'd saved the brunt of his malice to use on Twilight and the others personally.

Rarity was the first to regain her composure. She took a big breath to bring her breathing under control.

"What are we to do, then? I can't leave Sweetie Belle or my parents alone, but Zecora is in danger…"

"I'll go," Twilight said. "Spike can come with me. We can handle ourselves, especially knowing what we need to look out for. The rest of you: check up on your families. Make sure they're safe. Any objections?"

There were none.

The other ponies dispersed into the dusk, galloping away through the Ponyville streets. Applejack hung back, wishing Twilight good luck; Rainbow Dash fluttered over to Trixie, looking uncomfortable.

"Hey," she said, rubbing the back of her head, "look, I…I blew up at you, and I shouldn't have. I'm a hothead, but ever since I met someone kind of like me at the Academy, I've been trying my best to ease up. What I'm trying to say is…I messed up. Sorry."

Trixie nodded and offered her hoof. "I've been forgiven for a lot worse, so…no hard feelings."

Rainbow Dash smiled and accepted the hoofshake.

"Hey, Scoots and I are pretty close, but we're not _real_ sisters, technically. Do you still think that monster pony will go for her?"

Trixie mulled it over. "I'm not sure," she said. "The fell spirits aren't all-knowing, so she won't find out from Wormwood. But that doesn't mean she hasn't been watching. But if Bramble _doesn't_ know, going to check up on that filly might tip her off. I'm sorry, I don't know what to say."

Rainbow Dash rubbed her forehead in frustration. "Arrgh! Why is this stuff so hard to figure out? Well…she saw me save Scootaloo alongside the other two Crusaders. So she's already seen us together. I'll check up on her."

Rainbow Dash zoomed to the open door, but stopped just outside. She looked over her shoulder, staring back at Trixie.

"See you around, I guess. And stay safe."

And then she was a blur in the darkening sky.

Twilight watched her friend fly away; when Rainbow Dash was gone, she turned back to Spike.

"Right then," she said. "We need to go check on Zecora." Spike nodded dutifully.

As the two turned to head outside, Trixie called out after them.

"Wait." She stood up from the cushion, her legs still wobbling from tiredness. She stepped towards Spike and Twilight, and her body threatened collapse. She ignored it.

"I'm coming with you."

"But you're still weak—" Spike began, but Trixie cut him off.

"I'll be fine. Anything that happens to the zebra is partly my responsibility anyway. I…I need to do this, Twilight. Please."

Twilight considered Trixie for a few moments, her hoof resting in front of her chin, before nodding.

"Okay."

* * *

Twilight strode silently through the Everfree Forest. The sun was down, but night had not yet truly begun. The sky was a grayish-purple similar to her own coat, indicating the time of day that was her namesake: twilight.

Spike walked a few paces ahead, head snapping here-and-there on the lookout for Bramble or any other enemies.

Trixie trod next to Twilight, studying Spike's vigilance with a curious look.

"What's he doing?" she asked.

"Even if we don't run into Bramble, there are plenty of other nasties in this forest. I myself got turned into a statue once."

Trixie snapped her head in Twilight's direction. "Wh—what?"

"I got better!" Twilight protested.

Trixie gave Twilight an odd look before silently bending her head downwards, lost in thought. However much she might try to hide it, Trixie was obviously aching and sore. Her wounds were not totally healed.

Trixie's state made for slow going, and Twilight felt they were making poor time. The urge to race off and leave Trixie in the dust was tempting. But deep down, she knew that their adversaries had known about Zecora for what sounded like days. If they had planned anything untoward, chances were it had already happened. And that knowledge also fed into their travel speed; she knew that she probably would not like what she found, and indulging Trixie's injured pace was, in its own way, putting off the inevitable.

Trixie walked stiffly and deliberately, trying not to be a burden. The branches overhead formed long, dark shadows that snaked along her blue fur. She wasn't wearing her stage magician's hat, but her star-dappled cloak wrapped around her body. Trixie didn't wear it ostentatiously, as she once had; now it looked like a normal traveler's cloak.

Twilight observed the other mare for a few minutes, thinking. The air of the Everfree forest left an earthy, somewhat stagnant taste in her mouth. Finally, when she was sure of what she wanted to say, she spoke up.

"Trixie—are you feeling okay? You don't seem your usual self. Even after that…_incident_ with the Amulet, you were apologetic but still…how should I say this? Bombastic. But now you seem a lot more subdued."

Without taking her gaze from the forest floor, Trixie sighed.

"Yeah…I suppose I am. It's been six months since you saw me last, and things have happened since then."

"What kinds of things?" Twilight asked.

"I had my eyes opened, I guess you could say. I don't refer to myself at the 'Great and Powerful Trixie' anymore. That died along with my show. I tried re-opening it after you freed me from the Amulet's control, you know, but it didn't last. My heart wasn't in it. I felt pretty bad about what I did—still do. You all forgave me, but I still needed some way to atone, to prove that I was worthy of the forgiveness I received, you know? I tried to make things better, but instead, all I did was make a mistake. A huge one."

Twilight walked quietly, studying Trixie. The other mare absently kicked at rocks and small bushes along the path. She let the hem of her cloak trail in the dust.

Twilight lowered her voice, so that Spike wouldn't hear what she said next.

"That big mistake…I assume you're referring to the fact that you served as Solstice's host?"

Trixie's head snapped up, her eyes the size of parasprites. She glanced at Spike, but the dragon continued ahead, searching for danger. She turned her gaze back to Twilight, and gulped.

"H—how did you know?" Trixie whispered.

_Checkmate._ If there were any doubts—Twilight had been reasonably sure, but not certain—they were now dispelled.

"I chose not to say anything while the others were there," she replied. "I didn't think they would understand; doubly so, when Rainbow made her outburst. But the information you told us about the fell spirits was suspect. It would take a dedicated scholar of magic or mythology to even know about their existence. Not only did you know about the spirits, you were able to tell which of the five was weakest and strongest, and what sort of powers they gave their hosts. You knew details about Bramble's personality, as well as which of the spirits had hosts and which didn't. All of that pointed to insider knowledge. And since you were so certain that Solstice, and specifically Solstice, didn't have a host…it was easily deducible. At least, I thought so."

Trixie silently stared at Twilight for a few seconds before breaking into a bitter chuckle.

"Heh—heheh…it seems I came to the right mare for help after all. But I shouldn't be surprised. You somehow managed to beat Bramble, even when she was channeling Wormwood's power."

"Chess helped."

Trixie looked askance at Twilight.

"I'm serious!" Twilight said, a sheepish grin on her face. "I'll need to teach you sometime."

"Hmph! Beating monsters with chess…being a statue…whatever you say," Trixie said, rolling her eyes. For a moment—just a moment—she sounded like the old Trixie. She even threw in a haughty sniff for good measure.

"You're right, though," she continued. "I spent some time as Solstice's host. But I'm not a bad pony!" she said, her face making a silent plea. "I didn't understand what they were."

"I believe you had the best intentions," Twilight said, and she spoke the truth. "But how could you not realize the fell spirits were bad news? How did you fall into all this?"

"It's a bit of a long story."

Twilight gestured to the forest around them, and the heavy branches overhead. "And we've got a bit of a walk to fill."

Trixie looked at her for a few moments before giving a small, resigned shrug. "I suppose we do.

"Morning came to me about a month after I last saw you," Trixie began. "That was not long after I axed my show. My final performance was in a desolate village, dry and surrounded by lifeless plains. He came to me in a dusty afternoon. He offered me an onyx shard, and told me what it was. He told me the truth."

Trixie laughed out loud, humorlessly. Spike, who'd hopped up onto a log to better survey the forest, shot an inquisitive look in their direction. Twilight waved her hoof at him absently; he shrugged and returned his attention elsewhere.

"Morning told me that the shard housed an evil—he used that exact word! Evil! And I still fell for it!—an evil spirit, and that by bonding with it, I could attain power that few could even dream of.

"I was scared, but he assured me that while bonding with Solstice would give me power, she couldn't force me to do anything. She could try to influence me, sure, but not take away my free will. If I wanted to use her power for good, I could; and there was nothing she could do about it. He used himself as an example, saying that he'd lived for a thousand years with Grandraven's power, and was proud of the things he'd done. And that too was true. But he never specified whether the things he'd done were things _I_ would be proud of doing…

"It was a second chance. A chance to take power, power like the Amulet had offered me, and not to mess things up this time…I wanted to be Great and Powerful. So I took it."

Trixie's eyes stared far away into the forest, looking at nothing in particular. She was lost in her story.

"When I took the shard, I steeled myself. I was sure that Solstice would try to invade my mind and force me to do evil things. But the first thing Solstice said to me was 'Thank you.' She thanked me for being her host and for letting her experience the world through my body…and she meant it. And her power…you can't imagine the power the shard gave me, Twilight. Solstice is one of the mightiest of the fell spirits, second only to Grandraven. It was overwhelming…like I was wearing the Amulet again, but without the corruption eating at me.

"The first thing Solstice showed me was an ancient spell, now lost. It wasn't a spell to liquefy bones or cast ponies into Tartarus, like you might suspect from a fell spirit. I headed to a barren hilltop outside the village, and with Solstice's help I grew an entire field of flowers in a moment. It was beautiful, and awe-inspiring. The flowers were a species I'd never seen before. They were crimson, and almost glowed in the sun.

"And that, in essence, is how I spent my time as Solstice's host. I indulged. Eventually, she taught me to change forms. But unlike Bramble's monstrous form, the one Solstice gave me was…graceful. Elegant."

Trixie fixed her gaze on Twilight's face.

"She turned me into an alicorn, Twilight. Like the princesses. Oh, I couldn't control the sun or the moon, but I had wings and everything…I fulfilled my fillyhood dream. I flew under the stars and walked on clouds."

Trixie's voice trailed off, and she looked up at the sky, now starlit, through the thick, green branches of the Everfree Forest. Twilight shivered to hear the almost desperate longing in Trixie's voice. Part of her wanted to go back and take the fell spirit's power again. Twilight was sure of it. And who could blame Trixie for it? It sounded like a dream.

Trixie returned her gaze to Twilight's face. "Solstice shared my mind, and over those months, as I learned to love her power more and more, I stopped thinking of her as a dangerous creature and instead considered her a special friend. I invited her in, showed her my thoughts and memories. How stupid of me—when she asked to see everything I had experienced, I gladly gave it to her. I didn't think that this meant she had access to everything I knew about the Alicorn Amulet, including its location.

"I kept in touch with Morning," she continued. "He was like a mentor, teaching me how to use the shard. During one of those visits, Solstice must have given him the information somehow."

"You're not Solstice's host anymore," Twilight offered. "So you saw through her deception eventually. How did that happen? What led you to my doorstep?"

"One day when I went to visit Morning again, he had a new student. Bramble. I had a bad feeling about her right from the beginning. She was brutal and sadistic, and always tried to pick fights with me.

"About a month after we first met, Bramble came to me under a black moon. She told me that while I was the one who had given Morning the location of the Alicorn Amulet, she was going with him to pick it up, not me. She said it like a boast, but I was only confused; I had never given Morning the location of the Amulet. Only Solstice.

"At Bramble's words, Solstice burst into my brain with explanations and dismissals. 'She's just needling you,' she said. 'Don't pay attention.' That was a slip-up on her part. It just made me more suspicious. I went to Morning and demanded to know what Bramble was talking about. He didn't try to lie or misdirect—he told me the truth.

"Morning told me that Bramble was right, that he'd plucked the Alicorn Amulet's location from me and had plans for it. When I asked what kind of plans, he didn't say…but he freely admitted to doing several wicked things over the centuries. You know the assassination of Lady Carice?"

"A griffon noble who lived four centuries ago," Twilight said, remembering her history lessons. "Her death was, at the time, thought to be the work of a rival noble family, though later evidence suggested otherwise. However, tensions between the already bitter noble factions plunged the griffons into a civil war that lasted a decade, decimating their population."

"_He_ killed Lady Carice, or so he claimed," Trixie said. "And he framed the rival family to start the war."

"But…what did he gain from a civil war?"

Trixie shrugged.

"I was astonished…and very angry at Solstice. She tried to calm me down, but I demanded to know if she had manipulated me in other ways…she tried to dodge the questions, but the fell spirits are basically parasites. They can try to manipulate their hosts and feed them false truths but if we make flat demands, they have no choice but to obey. So she told me."

Trixie looked at Twilight and Twilight saw tears pooling in her eyes. When Trixie spoke, her voice was taut and wavering.

"You remember? How I first got Solstice's power in that barren little village, and grew the field of flowers? Well, Solstice gave me the spell and the power to cast it, but she didn't tell me that those flowers are poisonous to ponies. The poison is slow-acting and requires regular consumption, but once it takes effect, it's…it's bad. That village, desolate, had very little food…they must have thought it was a miracle to get those flowers overnight. A few brave souls tried one or two. A few days later they seemed okay, so the town decided they were safe to eat. They had a harvest and…"

Trixie's voice cracked and she stopped speaking, the words too hard to get out. Twilight didn't want to hear any more anyway.

Trixie walked morosely along the path, still fruitlessly trying to hide her tears, the same way she had back at the library.

Twilight was at a loss.

Being a bookworm taught you all sorts of things: details of great historical battles, lost inventions, secrets of magic…but Twilight had a hard time comforting her friends in difficult periods. Trixie wasn't even that close of a friend; they'd only met a hoofful of times.

Owls and other night birds hooted and called through the pristine darkness, and a long silence stretched between the two ponies walking through it. Spike, further along the path, was probably aware of Trixie's crying…but like Twilight, he seemed willing to give Trixie her space.

A few more minutes passed—they were close to Zecora's hut. Trixie looked up at Twilight, her crying over. She wiped her face with a hoof and took a few deep breaths.

"So," she said. Though her composure was still miserable, her voice was even and clear. "I returned back to that village. You can guess what it was that I found."

Trixie took another series of deep breaths.

"So I went to that hill behind the village where I had grown all those flowers, and I used my magic to excavate a hole thirty feet deep. The whole time Solstice was screaming and pleading in my head not to do it. But I took the shard, severed my connection with Solstice, and dumped it into the earth. After I buried it, I headed straight for Ponyville, to warn you about Morning's plans for the Amulet. But Bramble was on my tail. She attacked me once, and roughed me up really bad—I escaped with pure luck. After that, I ran myself ragged getting to your doorstep. So that's the story."

Twilight reached out a hoof in Trixie's direction, but Trixie leered at her with such fury that Twilight brought it back as if burned.

"Were you about to tell me that everything is all right? Well, don't." She spat the words from her mouth. "My whole life I've been making a pompous fool of myself and being the bane of other ponies. And then when I finally try to be good, I go on a power trip and end up being some ancient monster's toy—a toy it uses to hurt lots of ponies. What's Great and Powerful about that? How am I supposed to make up for this?"

"You're not perfect," Twilight said delicately. "Nopony is. It's not the same, but...a while back, I got a little manic and cast a 'Want-It-Need-It' spell that exploded out of control. The princess herself had to step in to restore order; I couldn't fix it at all.

"What I'm trying to say is...I can't tell you how to fix what you've done. But I think you can. And you will."

"Do what I've done and then you can talk," Trixie muttered.

Ahead, Spike rounded the hook in the trail that brought Zecora's hut into view. The baby dragon stood motionless for a second before turning to the two unicorns.

"Hey!" he screamed, waving his arms in their direction. "Hurry, hurry!"

Twilight galloped down the pathway, Trixie following as best she could. As the two rounded the bend, Zecora's hut came into their sights.

Though Twilight had expected this, she still let out a small, "Oh, no…"

Zecora's roof was caved in, the door hanging from one hinge. The acrid smell of smashed potion bottles and overturned cauldrons was present even from a distance. The interior was littered with rubble and all of Zecora's personal items, strewn and flung haphazardly.

Ransacked. And empty.


	3. Treasure

A flash lit the forest as Twilight teleported straight into the ruins of Zecora's hut. Spike and Trixie followed close behind.

Spike felt relieved that Twilight hadn't dragged him into her teleport; while efficient, the process always left him a little singed. Still, he felt a swell of pride at how casually she used the skill. Teleportation was a talent few unicorns could hope for, and Twilight made it seem so easy.

Spike looked around the ruins, his stomach knotting as his foot brushed against wreckage. The putrid smell of overturned potions sliced through the nighttime air, far more pungent than the murky forest scent. Zecora's collection of books and scrolls of magic—a collection that, while nowhere near the size of Twilight's, was still respectable and well cared for—was scattered. Pages were ripped loose, fluttering about as they played in the forest breeze. Whole encyclopedias sat ruined beyond repair in piles of muddy water, their spines snapped.

There was no hint of Zecora.

Spike had never been as close to Zecora as Twilight or Apple Bloom, but he was fond of Zecora in his own way. He supposed it was because they were both outsiders in pony society—one scaled, the other striped.

Spike sometimes wondered why Zecora had left her homeland. Was it hard for her? Did she regret living among ponies? Celestia had nurtured him even as an egg; Spike had never had a chance to truly live among dragons.

Spike's opinion of other dragons was not flattering. A green dragon had tried to kill him, and a red dragon, while not malicious, had thoughtlessly endangered Ponyville. Even the migratory group he'd once joined had been filled with violent brutes. Another migration would be passing by Ponyville soon—he felt it in his bones. He had no intention of joining this time around.

But it was hard. Very few places stocked gems and jewels for him to eat, and he'd needed to be specially schooled by Celestia and Twilight his whole life rather than cause a panic at pony schools. And the older he got the more he began to doubt, deep inside, whether his beloved, beautiful Rarity would really consent to spend her life with one who had scales instead of fur.

Zecora was an outsider too, just like him. She was like Twilight as well—thoughtful, intelligent, a lover of magic.

And those monsters had wrecked her house. They'd hurt her.

Spike felt anger building inside of him, a well of anger so deep that ponies would never understand. Though small, he was still a dragon. He was not to be angered lightly.

As Spike fumed, Twilight grimly surveyed the scene. Trixie stood nearby, her eyes—still red from her recent cry—wide with shock.

"Do you think…Morning and the others killed—" she began, but Twilight cut her off.

"It's possible." Twilight's voice was level, with no hint of sorrow or apprehension. It was calm, collected, and authoritative.

Spike admired that about her. Ponies who didn't know Twilight thought she was cold and callous, but they couldn't have been more wrong. Twilight loved her friends and family, and was fiercely protective of them. She was nerdy and neurotic, and she spent long nights reading by candles or the light of the full moon. She wasn't a social expert and sometimes made blunders or misjudged others' feelings, but she was earnest and always empathetic towards her friends.

But unlike many ponies, Twilight did her best to keep a level head in a crisis. Now was the time to keep cool and apply intelligence to the problem at hoof; she could fret and worry later. It was this keen intellect, this measured calmness in times of trial, and the way she so easily slipped into command that made Twilight—in Spike's opinion—the most natural of leaders.

"Twilight," Spike ventured, "I'm pretty sure they didn't kill Zecora when they attacked this place."

The two mares turned towards Spike.

"Oh? And what makes you think so?"

Spike pointed towards his nose. "It's kind of hard to tell because of how overpowering the potions are, but if she'd been killed I'd be able to smell a lot of blood. Heck, even you two probably could have smelled it. But while there's a faint trace of it in the air, it's not enough to make me think she was killed."

Twilight nodded firmly. "Good job, Spike. I knew I could count on you." Spike valiantly tried to fight down a wide grin, but it was a losing battle.

"Morning and his cohorts have attacked Zecora," Twilight said. "They've likely abducted her. We need to know if they've taken the Amulet, and any other information we can find—everyone, search this place thoroughly."

Spike nodded dutifully; Trixie followed suit with much less enthusiasm. They split up.

Spike poked through parts of Zecora's hut, overturning splintered planks of wood and searching through half-destroyed books. He made sure to avoid shattered bottles or puddles of mystery mixtures—who knew what they could do to you?

Spike caught a glint from beneath a pile of rubble. He walked over and began digging it out but before he could make much progress, pale pink magic gripped the debris.

"Let me help," Trixie said. Her starry cloak trailed across the ground as she approached. Trixie's voice was soft and much mellower than when she'd last visited Ponyville. It sounded the way she looked: downtrodden.

Spike sulked as he watched Trixie move the rubble aside. Unlike Twilight, who could have easily moved all the wreckage with one spell, Trixie could move only two or three objects at once. No wonder she'd needed the Amulet to challenge Twilight.

It took longer than Spike would have liked, but the last bit of debris finally floated aside.

Trixie looked down at Spike with a small, almost hesitant smile. Spike looked back with a flat stare, and as seconds passed, Trixie's smile began to falter.

"…Thanks," Spike said coldly.

Trixie gave a jerking nod and wandered off. Spike had received a lecture from Twilight—and she was right, denying Trixie help when she was obviously hurt had been wrong, and he was ashamed of suggesting it—but that didn't mean he had to like her or feel sorry for her. Those monsters had been the ones that attacked Ponyville, but Trixie was the one who had led them here.

How could Twilight stand to be around her? Especially after what she'd done with the Amulet: Transforming him, muzzling Pinkie, and—

Spike shook his head, clearing his thoughts. There was important work to be done. He needed to focus.

The prize buried beneath the rubble was a treasure box make of thick, heavy, unassuming dark wood. It wasn't large by pony and zebra standards, but Spike needed both arms to carry it. Swirling, pencil-thin designs traced their way across the lid and body. The thin lines appeared to be impressed metal—brass, maybe—and they all led to a thick, yet elegant lock keeping the box firmly shut.

Spike tried opening it, and was not surprised when it refused. He breathed out a small jet of greenish flame; no matter how well-crafted this lock was, it couldn't stand up to dragon's fire.

Something astonishing occurred. The lock glowed with a soft tannish light, and the tongue of fire lanced sideways, spiraling into the muck of the nearby forest. Spike watched with growing eyes as the brass inlaid into the box swirled, dancing across the dark wood. They flickered like flame. As the glow subsided, the patterns ceased their ballet and came to rest in a different weave than they were before.

"Enchanted…" Spike murmured in a low, almost reverent whisper. He'd spent his life growing under Celestia, an entity near a goddess, and Twilight Sparkle, one of the most promising mages of their age. They had taught him to appreciate magic, a fondness which was magnified by the fact that as a dragon, he could cast no spells of his own.

"These must be zebra runes…" he murmured, tracing a claw along the brass lines. "Zecora must have worked so hard to make this. Days, at least."

Further inspiration struck. "And she wouldn't place just anything inside a box like this. She would use it to guard something special." His breath caught in his throat. Hope came upon him like a sudden dawn.

"Maybe like the Alicorn Amulet?"

A feminine voice carried through the air. "Find something worthwhile, dragon?"

"Yeah, I think it's—"

Spike's words ran cold. He'd turned his head to the source and it was neither Twilight nor Trixie walking out of the glooming trees. The mare was familiar, but her coat was a blue much darker than Trixie's—a blue reminiscent of the sky during a new moon. Her mane and tail were silvery. The image of a thorny bush rested on her flank. Two pegasus wings tucked against her torso. And from her right ear, a shard of black stone dangled from a silver chain.

"Hello, little one," Bramble purred, her voice thick with false honey. "Oh, I remember_ you._" She brushed a hoof against the bottom of her torso, and a slight shiver trailed through her body.

"Being burned hurts," she whispered. "It really does. Are you even sorry, lizard? Are you?"

Bramble slowly stepped out of the trees, her wings flexing with anticipation. Spike stared back in a panic. Somewhere, the back of his mind urged him to flee, to fight, _anything!_ He was a dragon. Dragons didn't just sit there and—and—

Bramble's mouth upturned in a cruel smile. "Why don't you give me that there? I promise I'll make it quick," she crooned, reaching a hoof out to take the box. "For you and for them as well."

Something snapped within Spike.

Twilight. She'd threatened Twilight.

Spike unleashed a flurry of small fireballs, each no bigger than a coin. They surged towards Bramble's earring. Before the projectiles could reach the shard, the onyx glowed a sudden, sickly green, and each of Spike's fireballs suddenly fizzled out, puffing into ash that drifted listlessly towards the forest floor.

A low sound echoed through the trees, a sound like the snapping of rotting wood. It rumbled through Spike's ears, and Spike shuddered as he realized that it sounded like a deep, basso chuckle.

"Oh dear," Bramble smirked as the onyx stopped glowing. "You've gone and made Wormwood laugh."

Freed from his panic, Spike kicked dirt in Bramble's direction and fled back towards the two unicorns. Bramble deflected the dirt almost lazily with one wing and took off after him, not even bothering to go full speed.

"Twilight! _Twilight!_" Spike clutched the box tight against his body.

Twilight and Trixie emerged from a thicket beyond the hut, Twilight levitating a half-burnt scrap of parchment. They glanced up at his holler, and froze when they saw the pegasus in pursuit.

A dazzle of violet light and Twilight was standing alongside Spike. A magic shield quickly surrounded both of them. Bramble hovered low in the air, glowering at Twilight.

"You didn't seem too keen on facing the Elements of Harmony before," Twilight warned. "I'm giving you one chance to stand down."

"I am afraid of the Elements," Bramble admitted, "but I only see one of the wielders here. And she doesn't have her crown." Her eyes and earring both glowed green and cracks appeared in Twilight's shield. The unicorn grunted, her knees buckling under the pressure.

"This seems familiar somehow," Bramble taunted. "And don't try the same trick as last time. I'm ready for whatever you have—"

A potion bottle soared through the air. Spike glimpsed a pink aura surrounding it. It smashed into Bramble's face. The dark blue mare screeched, tumbling to the earth. The potion ran down her face, making a sizzling sound as it went, and Spike felt queasy when he saw more than a little blood coursing alongside it.

Trixie galloped up as Twilight lowered her shield. Behind them Bramble rolled in the dust, pawing at her face with her hooves and howling in utter agony.

"Thanks Trix—" Twilight began, but Trixie cut her off, her eyes wide with obvious terror.

"Talk later _run __now!_"

She continued running as fast as her injuries allowed, streaking into the forest. Twilight nodded and levitated Spike up onto her back.

"Stay on!" she commanded. "And if she comes after us, breathe as much fire as you can!"

Spike gulped and nodded. As they raced away from Zecora's hut, Bramble rose. The potion seemed to have eaten away the skin of her face and even part of her eye tissue, but her wounds were already healing the way they had in their last battle. The earring glowed more fiercely than ever and she split the sky with a furious war howl.

She had already been a monster when Spike had arrived to help in the last fight, and so it was with horror that the young drake watched her transform. Her wings expanded to an enormous size, wicked-looking tips dripping with poison. Her legs elongated and four more sprung from her body with a sickening noise. Her face turned to the fleeing ponies and Spike saw a third eye splitting her forehead.

"Oh _crap,_" Spike said. His claws felt clammy around the box. "Oh crap, oh crap—"

"Spike! Calm down!" Twilight commanded. "We beat her once!"

"But there's less of us now!"

"Spike, don't—" Twilight began, but the low thrum of Bramble's wingbeats cut her off.

The sound came from above them, closer…closer…right above them…

Silence reigned for a few moments before a massive blue form smashed through the forest canopy a few feet away. Spike shielded his eyes from bits of shattered wood and branches. Bramble shrieked and swung a wing in the direction of Spike and Trixie. A shower of poison raced through the air. It fell short of Trixie, but a few drops caught Twilight's flank and legs. She wailed as they began eating into her, wriggling to shake them free. Spike barely kept hold.

A few drops landed on Spike himself, but the poison seemed to have a tougher time burning through his scales; he sloughed them off without harm. The box's enchantment protected it, the designs swirling hypnotically as they warded away the poison.

Spike returned fire, shooting off several fireballs larger than his fist before unleashing a long, continuous stream of flame that formed an impromptu wall between them.

The fireballs slammed into Bramble's torso, leaving painful looking burns that were quickly swallowed up by healthy flesh. The unbroken flame, however, was more effective, walling her back. Bramble could go up, but to do so she would need to claw her way through the canopy and fight her way through it coming back down, wasting valuable time.

Twilight recognized the lull in their enemy's pursuit and seized the opportunity, barking out orders to Trixie.

"Trixie! She's likely going to focus on Spike and I! Whatever you do, keep running!"

Trixie slowed as she turned to look at Twilight and Spike with concern. "Wait, what? What are you—"

"_Just go!_" Twilight shouted.

As Trixie vanished into the trees, Twilight stopped running. She turned around, facing the wall of fire and Bramble behind it, and her horn shimmered with power.

"Spike, whatever you do, don't stop breathing fire!"

Spike dutifully nodded. As he continued feeding the wall of flame, Twilight's magic rippled through the air like a magenta serpent. It seeped into the inferno, and the fire began to change.

Spike watched in awe as the green fire took on a reddish tint. As Twilight's horn glowed, the fire danced to her command. Two lances of flame broke out from the central wall, curving left and right. They rushed towards Bramble, each slamming into one of her sides. She hissed as the heat blistered her, but her wounds slowly began to heal.

The smoke, too, glowed as Twilight's will suffused it. Bound by her magic, it pooled into a near-black glob and plummeted towards Bramble, resting over her monstrous face. Bramble sputtered and hacked, aimlessly swiping at the blinding cloud with three of her eight spindly legs.

With Bramble preoccupied, the fire in the wall began gathering at the behest of Twilight's magic. What had been a solid shield of flame quickly compacted into a large, spinning globe of purple and green, rimmed by a film of magenta.

The fiery globe erupted like a geyser, a massive jet of flame shooting horizontally towards the blinded monster. Bramble shrieked as fire blasted into her. Twilight's magic added a concussive effect that punched into her opponent, knocking Bramble back several feet. Bramble's hooves scraped and dug ruts into the woodland soil.

Spike sat amazed as Twilight manipulated the fire in ways he had never imagined. _We might actually get out of this!_ he thought. But as awe set into his heart, a burning ate at his lungs. He was only a baby dragon; he had his limits. He couldn't feed the blaze forever. Spike felt exhaustion climbing through him…

"Just a little more!" pressed Twilight. "Just a little more, Spike, hold on just a little longer!"

Spike nodded wearily, flames still spilling from his mouth. Just a little longer…

The black earring shimmered with a blinding, malignant green, and the enchanted smoke fell away from Bramble's face. Her three eyes, similarly green, narrowed at the sight of the dragon and unicorn standing resolutely.

Bramble howled again—_Strange,_ thought Spike, _her voice doesn't change with her body_—and rushed towards them. Spike felt a river of fear course through him, but Twilight's horn flashed with blinding brilliance.

A trio of shapes began to move inside the sheet of fire before bursting free to meet Bramble. They were ponies—life-sized ponies, but their bodies and hooves blazed with green fire and their manes glimmered with enchantment.

They cast off sparkles of magic as they ran. Bramble snarled and swiped her hooves at her assailants, but her limbs passed harmlessly through their wraithlike bodies and emerged red and tender. Bramble's eyes widened and she took a hesitant step backward, dousing the three beings with a rain of poison from her flapping wings. The poison sizzled and hissed as it met the fire. The inferno-born ponies advanced, unharmed, and true fear began to show on Bramble's face as they pressed her further back.

They darted in, brushing against her side or bucking her with limbs of flame, and Bramble shrieked as she fought back impotently. How did one fight living fire? She battered them with wind from her mighty wings, but Twilight's magic gave them sustenance—they were not snuffed out.

_Twilight…!_ Spike thought in adoration. _She's united her unicorn magic with my dragon's fire and made creatures of flame and sorcery!_

Twilight's horn flashed again, and two more constructs were born from dragon's fire. Unlike their earthbound brethren, these appeared to be pegasi. A _whoosh_ thrummed through the air as they beat against the sky with wings of smoke and ember.

As the two pegasi joined the fight, Spike saw that they even had cutie marks. His eyes widened as he recognized a lightning bolt soaring from a cloud and a trio of butterflies. The other three…

Yes! One had a trio of apples, the other balloons. And the third, which had a tongue of fire to simulate a unicorn's horn…she had jewels gracing her flank.

They were facsimiles of Twilight's friends.

The five doppelgangers closed in on Bramble, who screeched and roared and thrashed without a chance of hurting them. Her wings beat as she tried to soar skyward, but Rainbow Dash and Fluttershy's fiery doubles wheeled overhead, pinning her earthward.

Spike abruptly coughed, the flames from his mouth sputtering and giving way to black smoke for a few seconds.

_No! Not now!_

Rarity's copy speared at Bramble with a horn of emerald flame. The two earth ponies lunged against her. Burns spotted their enemy's body.

Spike's lungs begged for release. The flames from his mouth began shrinking…

Twilight's horn gave one final flash, and the bodies of the five doubles swirled together in a blazing vortex. A flash lit the forest; Bramble stared, quivering, at the soaring, burning form of a regal alicorn. A fiery phantasm of Princess Celestia towered over the monster, her corona eating a hole into the canopy above. The stars blazed overhead.

Spike coughed. _Just a little longer…I have to…_

Celestia's construct pointed a hoof at Bramble in condemnation and descended. Her wings flapped like those of a majestic butterfly. Bramble wailed in terror.

Spike gasped, coughing dreadfully, and his flames went out.

Without the dragon's fire to feed it, the image died. It was a mess of iron smoke, fading fire, and small embers that crashed into Bramble.

The spell's aftermath still knocked her earthward. As Bramble struggled, pinned by swiftly dying embers, Twilight turned with concern to look at the dragon on her back. "Spike?"

Spike huddled on Twilight's back, gripping the box tight. He gasped and wheezed, struggling for breath, but tears of shame streamed down his face.

"Twilight, I—failed, I—I'm so sorry—" he said. Twilight silenced him with a gentle hoof on his mouth.

"It's okay," she said. "Spike, don't be ashamed. You did so very well."

An eruption of dirt and cinders showered the woods as Bramble stood upright. Twilight ceased her talk, her attention on Bramble once more. Her hooves quickly cycled backward.

"You don't frighten me!" Bramble shouted. Her enlarged wings flapped as she rose into the air. She hovered over to a stone buried in the earth that was at least the size of three stallions. Her spidery limbs coiled around it and she heaved it upwards. There was a muted rumble as the stone broke free from the earth, the bottom of it stained with soil.

Bramble spun and heaved the stone. It flew through the air, hurtling towards Spike and Twilight.

Twilight summoned a shield of energy that formed a quarter-circle in front of—and partially above—her and Spike. The stone slammed into the shield and Twilight grunted in effort. There was a muffled note and cracks splintered through both shield and stone, but Twilight's defense held. Bramble's missile thudded to the ground as the shield faded away.

Her flight limited by the trees overhead, Bramble returned to the forest floor and scuttled forward, all eight legs moving with a spidery quality.

His breath already returning—dragon physiology was far more robust than that of ponies—Spike sat up just in time to watch Twilight's magic flood the great, cracked stone. It shattered with a sound like a firecracker. As the stone's remains tumbled earthward, Twilight's magic gripped several large fragments. They spiraled towards Bramble, striking large gashes in her torso, and one smashing into her hock with a sickening crunch. She stumbled, crashing into the ground.

Twilight galloped away as Bramble's leg healed, and Spike eyed Bramble warily. Soon enough their enemy was on her hooves once more and in pursuit. Her size gave her great strides, and she quickly gained ground on Twilight, who was burdened with Spike's extra weight.

"Spike, is she getting closer?" Twilight yelled without turning her head.

"Yeah!"

"Tell me when she gets very close, and prepare yourself!"

"Prepare myself? Prepare myself for what?"

Bramble snarled and leapt, sailing towards them. Her wicked fanged muzzle stretched wide and the claw-like tips in her wings stretched out eagerly.

"_Twilight, she's—_"

There was a dizzying sensation and Spike found himself in a different location. His eyes swam and his scales felt oddly sooty, but as his vision stopped spinning he saw Bramble some further distance away.

_We teleported,_ he realized.

Twilight took a few steps forward before collapsing against a dead tree. Spike slid off her back and saw her torso heave as she gulped enormous breaths. The magic aura surrounding her horn flickered and slowly faded away.

Twilight flashed a weak, slightly sad smile at her friend. "Heh. Told you not to be ashamed. Looks like I…wore myself out too."

Bramble, some distance away, caught sight of them and roared. She swiped her wing at the two; poison arced towards them.

Twilight huddled and closed her eyes. Spike dashed in front of her, holding the box out like a shield. The brass enchantments shimmered and warded away most of the venom. A few drops splashed on Spike's scales, which he mindlessly brushed off. Twilight, thankfully, remained unharmed.

Bramble snorted and charged in their direction. Twilight took a big breath and began relaying orders to Spike.

"Spike, take that box back to Ponyville. Run as fast as you can, and don't look back—"

"Twilight! I can't—"

"I said _don't look back!_ As soon as you can, write a letter to the Princess. Tell her what happened and—"

Spike pushed the box against Twilight, cutting her off. "Hold that!" he said imperiously.

"Spike, what are you—Spike! _No!_"

Spike's stamina—though not his ability to breathe fire—was already mostly restored. He raced to meet Bramble. The monstrous mare chuckled at the sight of the baby dragon heading her way and swiped a hoof at him. Spike crouched, barely dodging the attack, and kept running, ending up beneath her torso.

In their last fight, he'd unleashed a continuous blaze at her underbelly. That wasn't an option this time, so he raked his claws against Bramble's underside instead. The wicked gashes knit up—perhaps not as quickly as they might have, Spike noticed. Twilight's doppelgangers had eaten some of Bramble's healing power.

Still, even with her ability handicapped, her wounds healed much faster than Spike could inflict them. He was fighting a losing battle if he wanted to exhaust her power.

Bramble aimlessly reached at him with her legs, but Spike wasn't worried. He felt confident from prior experience that she couldn't reach him here.

He kept slashing, but saw Bramble's legs buckle in his peripheral vision. Her torso suddenly dropped towards him.

_She's trying to crush me!_

Spike rolled to the side, barely avoiding being pancaked, and sprung up onto Bramble's now-accessible back.

She shrieked and bucked, trying to throw him off, but Spike hung on tight. Her wings beat madly, scattering poison all over his body. It actually began to hurt this time, perhaps through sheer volume.

Spike jackhammered his tail along Bramble's back, a skill he'd first improvised against the Diamond Dogs. She gasped as bone cracked and snapped. As her spine re-aligned itself, Spike darted forward and sunk his fangs into the back of her neck.

Bramble reared back onto five legs, unleashing an ear-splitting howl that temporarily deafened Spike and echoed through the Everfree Forest.

She spun with renewed force and Spike was forced off of her back. He crashed against the ground and was only halfway up before her hoof slammed into his side. Spike tumbled over the ground until he smacked into an old stump. His head sang in pain.

Spike tried to stand, but he was too woozy. He collapsed against the stump, and saw Bramble slowly approaching him. Her three eyes stared back malevolently. Behind her, Twilight was screaming something; he couldn't tell what. She was trying and failing to stand on shaky, still-exhausted legs. Her horn sputtered as she fruitlessly attempted magic.

Bramble stopped before him. The wound on her neck had already healed, but half-dried rivulets of blood still stained her neckfur and mane. Bramble raised one of her hooves like a great hammer, and Spike realized that she was getting ready to pop his head like a grape.

"Well then," she said, "looks like you're first."

She swung the hoof down…

Vines and branches sprung from the trees surrounding them, ensnaring Bramble's leg. Bramble tugged at it with a snarl, but as the entangling vines started to break, new ones took hold.

_Wha…?_ Spike thought. He tried to focus, but his head still tilted from the blows Bramble had given him. He saw the obstacles wrapped in a magic aura. _Did Twilight manage to…?_

As his vision returned, Spike saw to his confusion that while the magic was there, it was not Twilight's rich magenta. In fact, it seemed to be the color of a rosy dawn. Pink. The color of—

"Trixie!" he yelped in shock, fully snapping to. As he realized it, that same rosy magic enveloped his body. He floated through the air and came to rest on Trixie's back; she burst from the foliage, towards Twilight and away from Bramble. Spike saw her running almost full speed despite her injury; he couldn't begin to imagine the pain.

"Come on, dragon!" she said. "We need to help Twilight!"

_Trixie came back for us?_ Spike thought in confusion. _But…she's a selfish bully! She's rotten!_

Trixie approached Twilight and Spike hopped from her back. He took the box as Trixie helped the other unicorn up.

"I thought I told you to run!" Twilight said in a weak voice. Watery trails showed where tears had ran down her face, and Spike fully appreciated that she'd nearly watched him die.

_Twilight, I'm sorry…_

"I couldn't just leave you," Trixie said, letting Twilight support herself on her shoulder. "Not in good conscience. Now let's get out of here!"

With Trixie's help, Twilight could now stand and walk. But their hobbled pace was almost laughably slow. A snap echoed behind them and the three turned to see Bramble breaking free from the last of Trixie's bindings.

"Lulamoon!" she spat. "I knew you didn't deserve true power! You're just a showmare! Are these parlor tricks supposed to stop me? What can you do?" She charged once more.

Trixie opened her mouth, perhaps to give a response, but seemed to think better of it and shut it without saying anything. Her horn shimmered with power, and more than just pink played about it—Spike saw red and blue and green, all vibrant and swirling.

Trixie unleashed her spell and it whistled cheerily through the woods like a rocket, a blend of happy colors streaking right towards Bramble. Before it made contact, it burst.

The firework boomed and shook the forest. Its force nearly blinded Spike for a moment, but he saw Bramble flung against two distant trees.

"She's burned and maybe broke her bones, but come on! That won't stop her for long, and I don't think I have another of those in me!" Trixie urged.

Spike nodded and the two tugged Twilight forward. After a half-minute she shook them off and began walking under her own power, though still not as fast as Spike would have liked.

"Bramble will likely catch up with us again before we reach Ponyville," Twilight said. "I have an idea. A last resort. I was hoping I wouldn't have to use it, but…"

Crashes and roars sounded behind them. Bramble approached.

Twilight stopped running and turned in the direction of their foe. Spike and Trixie looked on worriedly.

"Do you have enough magic to fuel the spell?" Spike asked.

"It partially fuels itself. That's…part of what I'm worried about."

Bramble crashed into sight. Scabs peppered her face and front legs.

"Trixie, I'd like you to hold her, if you please."

Trixie nodded and more plants sprung to defend them, though not as many as before.  
Bramble struggled against their grasp.

Spike blinked. It seemed as though the forest shadows, shrouded under the trees, had a life of their own. They were moving, almost breathing…

Suddenly, from a patch of darkness to Bramble's right, a wicked looking crystal lanced through the air and speared Bramble in the side. Bramble reared back, roaring, and more began sprouting around her. Some struck into her body; others encased her, forming a prison of black, sharp-edged crystal.

Spike saw that some sort of magic oozed from the wounds inflicted by the crystals. It flowed from where they met Bramble's flesh, seeping out and eating against her, actively fighting her healing ability. Bramble's three eyes first widened in shock, but then narrowed in utter rage. The onyx shard shined more fiercely than ever before, shaking on the end of its chain.

Spike turned to Twilight and froze at what he saw. Twilight was using magic, but her horn was bathed in a malevolent mix of green and utter black.

Dark magic.

"Twilight! You didn't—you're using Sombra's magic?"

"I didn't want to, Spike! I had no other options!"

The crystal prison kept growing, encasing Bramble entirely. Nothing was visible behind the dark encirclement except for a muted green glow from the onyx shard.

"Will that hold her?" asked Trixie. "What even is that?"

"Tell you later," Twilight said. "Let's escape while we can."

They ran through the forest. For once, Bramble did not pursue.

A minute passed…two minutes…

_Ponyville is close!_ Spike thought. He still held Zecora's box against his body. _We're almost there!_

A few moments later a mighty crack resounded through the forest, accompanied by a bestial roar.

"_**You dare.**_"

Spike felt dead as he noticed something in her voice beyond Bramble's usual screams and taunts. It was something that he felt, rather than heard. There was a low, almost thunderous edge to her usually feminine voice. Spike shuddered as he recognized it as that same sound that had laughed at him when he'd tried to attack the earring.

"_**You dare wield shadow against a shadow.**_"

Silence followed, but soon another sound met their ears: the familiar noise of Bramble's wings beating against the sky.

"You'll bleed for that," said her voice, this time devoid of the unearthly, monstrous undercurrent. It came from somewhere above them. "I'll show you exactly what—"

Another sound sliced through the air. It was the most awful sound that Spike had ever heard. It sounded like a wounded griffon's death scream, but magnified one-hundred-fold, and echoing with fierce resonance. Spike shook when he heard it. For some reason, he knew that sound promised the death of dragons.

The new sound cut over Bramble and hung in the air for several seconds. It went unimpeded, lasting without interruption or pause for breath. When it died it did so quickly, with no warning.

Spike heard a low whimper and turned to see Trixie's eyes wide with terror and shock.

"It can't be…not _him_…" she whispered.

"Who?" demanded Twilight.

"Him! In his fell form! He's here!"

Silence reigned for a few seconds before Bramble's voice came from overhead once more. Before it had been proud and hateful; now it struck some strange balance between petulance and quiet fear.

"Master, please, I beg you, just let me kill—"

The noise burst into being once again. Spike couldn't help but yelp at its sudden rebirth. Trixie began shaking; Twilight put a hoof on her shoulder, trying to calm her.

The sound died as suddenly as before. A few seconds passed and Bramble spoke once more. Her voice was quiet and barely audible.

"Yes, Morning. I'll do as you say."

Spike stood still, barely daring to hope that they could escape. The low sound of Bramble's wings beat farther…and farther…and was lost altogether.

They were free.

Spike collapsed into the dust in sheer relief. Twilight was still trying to talk to Trixie.

"Trixie, I know you're afraid, but we're safe now, okay? We need to get back to Ponyville right away."

Trixie slowly nodded. The two unicorns huddled together and walked back to Ponyville. Spike followed.

The remainder of their journey proved uneventful. They broke free from the oppressive branches of Everfree and walked back into Ponyville under the dimming stars. At the edge of town, Twilight turned to face Spike.

"Spike, I've been meaning to ask. What _is_ that box?"

"Oh, this? Something I found at Zecora's. I think it's magic. It warded away my fire, and Bramble's poison too!"

He held it up for Twilight to see. She studied it, recognition dawning on her face.

"I've seen these designs before. Zecora showed me. They're an enchantment passed down by a certain zebra tribe…the countermeasure is almost impossible to figure out on your own, but deceptively simple to perform."

Twilight's horn glowed, and the designs began rippling in the presence of her magic. However, as they shifted, Twilight began speaking words in Zebrican, and her magic glowed a soft, pleasant white. The brass designs turned a similar whitish color, and Spike watched openmouthed as they ran backwards like water across the box, retreating from the wood and returning into the central lock. Twilight stopped chanting when all the designs were gone, and the magic faded. A small _click_ came from the lock.

"It's the Amulet," Spike said excitedly as he opened the box's lid. "It has to be. She wouldn't put anything that wasn't important in here!"

His face fell as he peeked inside. There was no Amulet—only a few scraps of parchment.

"What?" he said. "We risked our lives for that?"

Twilight levitated the parchment out. One had a list of what seemed to be nonsense words like _Montroose, Vesu,_ and _Koblukk_ written at random in Zecora's hoof. All of them were crossed out, except for one—_Thoraumoli_—which was circled and underlined.

The other parchment was also in her writing, and held only two lines of verse: _The Amulet be what you seek? Then find yourself, go take a peek_.

Trixie glanced over Twilight's shoulder at their prize. "What does this mean?" she asked.

"I can't say. But I think we have a ways to go," Twilight sighed. She returned the parchment to the box. "Come on," she said. "Let's go to the library."

As the two mares trotted off, Spike slowly closed the box's lid. He shook his head. Zecora's tendency towards rhyme and cryptic comments was usually something he found charming, but now it was just a pain.

He turned wistfully back to look at the forest, where her home sat in ruins, and froze.

A shadowy figure stood on top of the hill near the edge of Ponyville, only a few steps out of the Everfree Forest. It formed a silhouette against the starry sky.

The figure's dark outline was difficult to see, but Spike thought it was a pony. From the height and build it was likely a stallion, one of average size.

The figure shifted and Spike took an involuntary step back. Its head turned in his direction for a few seconds before the figure slowly turned and walked back into the Everfree Forest. It was swallowed by the night.


End file.
